UGI CORPORATION
2004 OMNIBUS EQUITY COMPENSATION PLAN
NONQUALIFIED STOCK OPTION GRANT LETTER
This STOCK OPTION GRANT, dated as of
January 1, 2009 (the “Date of Grant”), is
delivered by UGI Corporation (“UGI”) to
(the “Participant”).
The UGI Corporation 2004 Omnibus Equity
Compensation Plan, as amended (the “Plan”) provides for
the grant of options to purchase shares of common stock of UGI. The
Board of Directors of UGI (the “Board”) has decided to
make a stock option grant to the Participant.
NOW, THEREFORE, the parties to this Grant
Letter, intending to be legally bound hereby, agree as
follows:
1.
Grant of Option . Subject to the terms and conditions set
forth in this Grant Letter and in the Plan, the Board hereby grants
to the Participant a nonqualified stock option (the
“Option”) to purchase
shares of common stock of UGI (“Shares”) at an exercise
price of $
per Share. The Option shall be fully and immediately exercisable on
the Date of Grant.
(a) The Option shall have a term of ten
years from the Date of Grant and shall terminate at the expiration
of that period (5:00 p.m. EST on January _____, 2019), unless
it is terminated at an earlier date pursuant to the provisions of
this Grant Letter or the Plan.
(b) The Option, to the extent that it has
not previously been exercised, will terminate when the Participant
Separates from Service (as defined below) with the Company (as
defined below). However, if the Participant Separates from Service
by reason of Retirement (as defined below), Disability (as defined
below), or death, the Option will thereafter be exercisable
pursuant to the following:
(i) Retirement . If the Participant
Separates from Service on account of Retirement, the Option held by
such Participant may be exercised at any time prior to the earlier
of the expiration date of the Option or the expiration of the
36-month period following the Participant’s
Retirement.
(ii) Disability . If the Participant is
determined to be Disabled by the Board, the Option may be exercised
at any time prior to the earlier of the expiration date of the
Option or the expiration of the 36-month period following the
Participant’s Separation from Service on account of
Disability.
(iii) Death . In the event of the death
of the Participant while serving as a non-employee director or
employee of the Company, the Option may be exercised by the
personal representative of the Participant’s estate, or the
personal representative under applicable law if the Participant
dies intestate, at any time prior to the earlier of the expiration
date of the Option or the expiration of the 12-month period
following the Participant’s death.
(c) In no event may the Option be exercised
after the date that is immediately before the tenth anniversary of
the Date of Grant.
(a) Subject to the provisions of
Paragraph 2 above, the Participant may exercise part or all of
the exercisable Option by giving UGI irrevocable written notice of
intent to exercise on a form provided by UGI and delivered in the
manner provided in Section 11 below. Payment of the exercise
price must be made prior to issuance of the Shares. The Participant
shall pay the exercise price (i) in cash, (ii) by
delivering Shares (or by attestation to ownership of Shares), which
shall be valued at their fair market value on the date of delivery,
which shall have been held by the Participant for at least six
months, and which shall have a fair market value on the date of
exercise equal to the exercise price, (iii) by payment through
a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board or (iv) by such
other method as the Board may approve.
(b) The obligation of UGI to deliver Shares
upon exercise of the Option
